Wednesday, December 09, 2015 5:21:03 PM
Item 1.01 Entry into a Material Definitive Agreement.
On November 10, 2015 (the “Effective Date”), Liberty Star Uranium & Metals Corp. (the “Company”) entered into a convertible promissory note with an institutional investor (the “Holder”) in the principal sum of up to $500,000 plus accrued and unpaid interest with an original issue discount of $50,000 (the “Note”). The Holder may pay additional consideration to the Company in such amounts and at such dates as the Holder may choose, however, the Company has the right to reject any of those payments within 24 hours of receipt. The Note has a maturity date of two (2) years from the Effective Date and is convertible at any time by the Holder into our common stock at seventy percent (70%) of the average of the three (3) lowest closing prices in the twenty (20) trading days prior to the conversion. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us within ninety (90) days without a premium and without interest. After ninety (90) days, a one-time interest charge of twelve percent (12%) is applied, and the Note may not be prepaid without the Holder’s consent. Unless otherwise agreed in writing by both parties, at no time shall the Holder convert any amount of the Note into common stock of the Company that would result in the Holder owning more than 4.99% of the Company’s common stock outstanding.
Item 3.02. Unregistered Sales of Equity Securities
Item 1.01 is hereby incorporated by reference.
The Note was not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Section 4(a)(2) of the Securities Act. The Note was exempt from registration under Section 4(a)(2) of the Securities Act because the issuance of such Note by the Company did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, and manner of the offering and number of securities offered. The Company did not undertake an offering in which it sold a high number of securities to a high number of investors. In addition, the Investor had the necessary investment intent as required by Section 4(a)(2) of the Securities Act since they agreed to, and received, the securities bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, the Company has met the requirements to qualify for exemption under Section 4(a)(2) of the Securities Act.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
LIBERTY STAR URANIUM & METALS CORP.
By: /s/ James Briscoe
Date: December 8, 2015 Name: James Briscoe
Title: Chief Executive Officer
Recent LBSR News
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 02/26/2024 06:43:08 PM
- Form EFFECT - Notice of Effectiveness • Edgar (US Regulatory) • 02/23/2024 05:15:20 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/15/2024 07:20:22 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/13/2024 09:17:20 PM
- Form S-1/A - General form for registration of securities under the Securities Act of 1933: [Amend] • Edgar (US Regulatory) • 02/09/2024 08:57:35 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 01/30/2024 10:19:05 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/24/2024 09:23:20 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/24/2024 09:21:30 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 01/24/2024 09:20:38 PM
- Form S-1/A - General form for registration of securities under the Securities Act of 1933: [Amend] • Edgar (US Regulatory) • 01/23/2024 06:41:06 PM
- Form S-1 - General form for registration of securities under the Securities Act of 1933 • Edgar (US Regulatory) • 12/22/2023 10:31:21 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 12/15/2023 09:32:03 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 12/04/2023 11:11:03 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 12/04/2023 11:08:27 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 12/04/2023 11:07:51 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 12/04/2023 11:06:10 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 12/01/2023 08:59:48 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/22/2023 09:03:29 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/15/2023 08:39:14 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 11/13/2023 11:17:10 AM
- Form DEF 14C - Other definitive information statements • Edgar (US Regulatory) • 10/31/2023 05:16:53 PM
- Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend] • Edgar (US Regulatory) • 10/31/2023 12:29:22 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 10/24/2023 07:32:36 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 10/19/2023 02:28:48 PM
Avant Technologies Equipping AI-Managed Data Center with High Performance Computing Systems • AVAI • May 10, 2024 8:00 AM
VAYK Discloses Strategic Conversation on Potential Acquisition of $4 Million Home Service Business • VAYK • May 9, 2024 9:00 AM
Bantec's Howco Awarded $4.19 Million Dollar U.S. Department of Defense Contract • BANT • May 8, 2024 10:00 AM
Element79 Gold Corp Successfully Closes Maverick Springs Option Agreement • ELEM • May 8, 2024 9:05 AM
Kona Gold Beverages, Inc. Achieves April Revenues Exceeding $586,000 • KGKG • May 8, 2024 8:30 AM
Epazz plans to spin off Galaxy Batteries Inc. • EPAZ • May 8, 2024 7:05 AM